CAPITAL MARKETS | Consultation launched on regulatory amendments concerning the whitewash mechanism under the framework for newly listed issuers

Consob has launched a consultation on amendments to the regulations governing issuers, markets and intermediaries (the Issuers’ Regulation) aimed at identifying the concept of joint holding of shareholdings for the purposes of applying the whitewash mechanism introduced under the framework governing newly listed issuers, as provided for in the Consolidated Law on Finance by the capital markets reform (Legislative Decree No. 47 of March 27, 2026).

The reform provides that newly listed companies may exclude the withdrawal right granted to shareholders even in the event of amendments to the corporate purpose that significantly alter the company’s business risk, provided that such amendments are approved at the shareholders’ meeting by the majority of shareholders other than those holding, “also jointly”, the majority shareholding, the so-called whitewash mechanism. A similar whitewash mechanism, albeit with certain specific features, is also provided for resolutions adopted by small and medium-sized enterprises that are already listed and intend to opt into the framework applicable to newly listed issuers.

The criteria for identifying shareholders who jointly hold the majority shareholding must be laid down by Consob through regulation. Consob has therefore launched a consultation on the matter. The consultation document examines three possible regulatory options. Following this analysis, the option considered most appropriate to achieve a balanced reconciliation of the various needs underlying the regulatory intervention is the one that limits the scope of joint holding to standardised and objectively verifiable situations derived from the cases of “persons acting in concert” provided for under Article 101-bis, paragraph 4-bis, of the Consolidated Law on Finance, as well as to certain cases involving family relationships provided for under Article 44-quater, paragraph 1, letter a), of the Issuers’ Regulation.

The consultation will remain open for 30 days from the publication of the document.

Newsletter n. 120 – July 2026